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STOCK INCENTIVE PLAN | 12 Months Ended
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Sep. 30, 2025
Share-Based Payment Arrangement [Abstract] |
STOCK INCENTIVE PLAN | 6. STOCK INCENTIVE PLAN On November 21, 2019, the Company's board of directors approved the Atkore International Group Inc. 2020 Omnibus Incentive Plan (the “2020 Omnibus Incentive Plan”), which was subsequently approved by the Company’s shareholders on January 30, 2020. The 2020 Omnibus Incentive Plan provides for stock purchases and grants of other equity awards, including non-qualified stock options, stock purchase rights, restricted stock, restricted stock units (“RSUs”), performance shares, performance stock units (“PSUs”), stock appreciation rights, dividend equivalents and other stock-based awards to directors, officers, other employees and consultants. The 2020 Omnibus Incentive Plan replaces and succeeds the Atkore International Group Inc. 2016 Omnibus Incentive Plan (the “2016 Omnibus Incentive Plan”). The Company no longer grants awards from the 2016 Omnibus Incentive Plan. Awards previously granted under the 2016 Omnibus Incentive Plan were unaffected by the termination. A maximum of 1.4 million shares of common stock is reserved for issuance under the 2020 Omnibus Incentive Plan. All stock option awards have a ten year life. All share-based awards are expected to be fulfilled with new shares of common stock. Stock compensation expense is included in selling, general and administrative in the Company's consolidated statements of operations and was $23,561, $20,300 and $21,101 for fiscal years 2025, 2024 and 2023, respectively. The total income tax benefit recognized for share-based compensation arrangements was $3,011, $1,619 and $2,706 for fiscal years 2025, 2024 and 2023, respectively. Stock Options In accordance with ASC 718 “Compensation - Stock Compensation,” stock compensation expense for stock options is recorded on a straight-line basis over the requisite service period (generally the vesting period), net of actual forfeitures based on the grant-date fair value of the option under the equity accounting method. The assumptions used in the Black-Scholes option pricing model to value the options granted were as follows:
|  | Fiscal Year Ended
|  | September 30, 2025 |  | September 30, 2024 |  | September 30, 2023
Expected dividend yield (a) |  | n/a |  | n/a |  | — | %
Expected volatility |  | n/a |  | n/a |  | 51 | %
Range of risk-free interest rates |  | n/a |  | n/a |  | 3.92%
Range of expected option lives |  | n/a |  | n/a |  | 6 years
(a) No options were issued in fiscal 2024 and fiscal 2025. |  |  |  |  |  |
On November 17, 2023, the Company announced that quarterly dividends will be paid on the Company’s common stock starting in fiscal 2024. No stock options were granted in fiscal 2025 and 2024. For grants during fiscal years ended 2023, the expected volatility is based on the Company’s stock price volatility. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the options. The expected life of options is estimated using the simplified method due to limited historical exercise activity. The Company does not estimate forfeitures, which are accounted for as they occur. Stock option activity for the period September 30, 2022 to September 30, 2025 was as follows:
| Shares (in thousands) |  | Weighted-Average Exercise Price |  | Weighted-Average Grant Date Fair Value |  | Aggregate Intrinsic Value (in thousands) |  | Weighted-Average Remaining Contractual Term (in years)
Outstanding as of September 30, 2022 | 713 |  |  | $ | 26.00 |  |  | $ | 13.29 |  |  | $ | 38,062 |  |  | 5.22
Granted | 51 |  |  | $ | 101.66 |  |  | $ | 54.06 |  |  |  |  |
Exercised | (74) |  |  | $ | 13.26 |  |  | $ | 9.56 |  |  | $ | 9,201 |  |  |
Forfeited | — |  |  | — |  |  |  |  |  |  |
Outstanding as of September 30, 2023 | 690 |  |  | $ | 32.93 |  |  | $ | 16.69 |  |  | $ | 80,152 |  |  | 9.75
Granted | — |  |  | $ | — |  |  | $ | — |  |  |  |  |
Exercised | (253) |  |  | $ | 18.46 |  |  | $ | 10.78 |  |  | $ | 33,270 |  |  |
Forfeited | (12) |  |  | 103.67 |  |  |  |  |  |  |
Outstanding as of September 30, 2024 | 425 |  |  | $ | 39.59 |  |  | $ | 19.23 |  |  | $ | 20,584 |  |  | 11.52
Granted | — |  |  | $ | — |  |  | $ | — |  |  |  |  |
Exercised | (13) |  |  | $ | 11.18 |  |  | $ | 8.44 |  |  | $ | 888 |  |  |
Forfeited | — |  |  | $ | — |  |  |  |  |  |  |
Outstanding as of September 30, 2025 | 412 |  |  | $ | 40.46 |  |  | $ | 19.56 |  |  | $ | 12,238 |  |  | 10.84
Exercisable as of September 30, 2025 | 397 |  |  | $ | 38.17 |  |  |  |  | $ | 12,238 |  |  | 8.47
As of September 30, 2025, there was $11 of total unrecognized compensation expense related to non-vested options granted expected to be recognized over a weighted-average period of approximately 10.8 years. The total fair value of shares vested during fiscal years 2025, 2024 and 2023 was $1,399, $2,524 and $1,924, respectively. Cash received from stock option exercises for the fiscal years 2025, 2024 and 2023 was $141, $4,670 and $973, respectively. The actual tax benefit for the tax deductions from stock option exercises totaled $2,261, $10,503 and $2,300, respectively, for fiscal years 2025, 2024 and 2023. The Company does not settle any option exercises, under its current stock incentive plan, in cash. Restricted Stock Units Generally, RSUs granted under the 2020 Omnibus Incentive Plan vest ratably over three years. The fair value of RSU grants was based on the closing price of the Company's common stock on the date of grant. RSU compensation expense is recorded on a straight-line basis over the remaining vesting period. Changes to the Company’s nonvested RSU awards for the year ended September 30, 2025 were as follows:
|  | Shares (in thousands) |  | Weighted-average grant-date fair value |
Nonvested as of September 30, 2022 |  | 262 |  |  | $ | 58.72 |  |
Granted |  | 138 |  |  | 102.71 |  |
Vested |  | (144) |  |  | 47.43 |  |
Forfeited |  | (10) |  |  | 84.89 |  |
Nonvested as of September 30, 2023 |  | 246 |  |  | $ | 86.16 |  |
Granted |  | 157 |  |  | 127.99 |  |
Vested |  | (134) |  |  | 72.62 |  |
Forfeited |  | (30) |  |  | 115.57 |  |
Dividends |  | 1 |  |  | 118.89 |  |
Nonvested as of September 30, 2024 |  | 240 |  |  | $ | 117.81 |  |
Granted |  | 251 |  |  | 84.08 |  |
Vested |  | (123) |  |  | 114.49 |  |
Forfeited |  | (33) |  |  | 104.39 |  |
Dividends |  | 7 |  |  | 96.60 |  |
Nonvested as of September 30, 2025 |  | 342 |  |  | $ | 95.14 |  |
As of September 30, 2025, there was $14,404 of total unrecognized compensation expense related to non-vested RSUs granted, expected to be recognized over a weighted-average period of approximately 1.66 years. The total fair value of RSUs vested during fiscal years 2025, 2024 and 2023 was $10,751, $18,017 and $17,878 respectively. Performance Share Units The Company awards PSUs whose vesting is contingent upon meeting or exceeding certain market and performance conditions. The performance condition, which was based on an adjusted net income, represented 70% of the award and the market condition, which was based on Total Shareholder Return (“TSR”) of the Company's common stock relative to a peer group represented the remaining 30%. All PSUs cliff vest at the end of three years based on the satisfaction of the performance conditions. Expense for the performance condition based award is recorded when the achievement of the performance condition is considered probable of achievement and is recorded on a straight-line basis over the requisite service period. If such performance criteria are not met, no compensation cost is recognized and any recognized compensation cost is reversed. Expense for the market condition based award is recorded on a straight-line basis over the explicit service period. The grant-date fair value for the performance condition based awards represents the closing stock price on the date of grant. For the grants in fiscal 2025, 2024 and 2023, the closing stock price on the date of grant was $87.93, $130.56 and $101.66 respectively. The grant-date fair value for the market condition based awards was determined using the Monte-Carlo method. The assumptions used in the Monte-Carlo method to value the performance share awards granted during the fiscal year ended September 30, 2025 were as follows:
|  | September 30, 2025 |  | September 30, 2024 |  | September 30, 2023
Expected dividend yield |  | — | % |  | — | % |  | — | %
Expected volatility |  | 46 | % |  | 47 | % |  | 68%
Risk free interest rates |  | 4.21 | % |  | 4.77 | % |  | 4.15 | %
Expected life |  | 3 years |  | 3 years |  | 3 years
Fair value |  | $114.57 |  | $162.15 |  | $121.52
On November 17, 2023, the company announced that quarterly dividends will be paid on the Company’s common stock starting in fiscal 2024. No dividends were paid in fiscal 2023. For grants during fiscal year ended 2025, 2024 and 2023, the expected volatility is based on the Company’s stock price volatility. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the award. The expected life of the award represents the weighted-average period of time that awards granted are expected to be outstanding, giving consideration to vesting schedules and expected exercise patterns. The Company does not estimate forfeitures, which are accounted for as they occur. Changes to the Company’s non-vested PSU awards for the year ended September 30, 2025 were as follows:
|  | Shares (in thousands) |  | Weighted-average grant-date fair value
Nonvested as of September 30, 2022 |  | 313 |  |  | $ | 48.19 |
Granted |  | 69 |  |  | 110.71 |
Vested |  | (190) |  |  | 39.94 |
Adjustment for achieved performance upon issuance |  | 83 |  |  | 39.31 |
Forfeited |  | (1) |  |  | 31.67 |
Nonvested as of September 30, 2023 |  | 273 |  |  | $ | 67.02 |
Granted |  | 67 |  |  | 151.18 |
Vested |  | (269) |  |  | 31.39 |
Added by Dividends |  | 1 |  |  | 126.08 |
Adjustment for achieved performance upon issuance |  | 117 |  |  | 31.02 |
Forfeited |  | (24) |  |  | 125.08 |
Nonvested as of September 30, 2024 |  | 165 |  |  | $ | 126.17 |
Granted |  | 114 |  |  | 105.02 |
Vested |  | (60) |  |  | 109.22 |
Added by Dividends |  | 4 |  |  | 118.30 |
Adjustment for achieved performance upon issuance |  | 24 |  |  | 105.94 |
Forfeited |  | (17) |  |  | 118.00 |
Nonvested as of September 30, 2025 |  | 230 |  |  | $ | 118.44 |
As of September 30, 2025, there was $3,363 of total unrecognized compensation expense related to non-vested PSUs granted, expected to be recognized over a weighted-average period of approximately 1.35 years.

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